Supplemental 2009 AGM Notice
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this notice, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this notice.
DATANG INTERNATIONAL POWER GENERATION CO., LTD.
(a sino-foreign joint stock limited company incorporated in the People's
Republic of China)
(Stock Code: 991)
SUPPLEMENTAL NOTICE OF 2009 ANNUAL GENERAL MEETING
Reference is made to the Notice of 2009 Annual General Meeting of Datang
International Power Generation Co., Ltd. (the "Company") issued on 27 April
2010 ("AGM Notice").
Recently, the board of directors of the Company (the "Board") received from its
controlling shareholder, China Datang Corporation ("CDC") (CDC and its
controlling subsidiaries hold a total of 4,317,921,160 shares of the Company as
at the date of this notice, representing approximately 35.08% of the total
shares of the Company), the proposal letter for adding additional resolutions.
Details of the proposal are as follows:
The "Resolution on capital contribution to the establishment of Fuxin
Coal-based Gas Company for constructing Fuxin Coal-based Gas Project", the
"Resolution on adjustment of total investment and capital contribution proposal
of Keqi Coal-based Gas Project", the "Resolution on the appointment of the
auditor of the Company for the year 2010", the "Resolution on the fulfillments
to the conditions for non-public issue of A shares by Datang International
Power Generation Co., Ltd.", the "Resolution for non-public issue of A shares",
the "Resolution on the Feasibility Analysis Report on the use of fundraising
proceeds under the current non-public issue of A shares", the "Resolution on
the report on the previous use of fundraising proceeds" and the "Resolution to
the General Meeting to authorise the Board to conduct all matters in relation
to the current non-public issue of A shares at its discretion" are proposed as
additional resolutions to the AGM for consideration after being considered and
passed by the Board.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the 2009 annual general meeting (the
"AGM") of Datang International Power Generation Co., Ltd. (the "Company") will
be held at the function room of 5/F, Intercontinental Hotel, No. 11 Financial
Street, Xicheng District, Beijing, the People's Republic of China (the "PRC")
on 11 June 2010 (Friday) at 9:00 a.m. to consider and, if thought fit, pass the
following resolutions:
Ordinary Resolutions:
6. to consider and approve the "Resolution on capital contribution to
the establishment of Fuxin Coal-based Gas Company for constructing Fuxin
Coal-based Gas Project" (Note 2);
7. to consider and approve the "Resolution on adjustment of total
investment and capital contribution proposal of Keqi Coal-based Gas Project"
(Note 3);
8. to consider and approve the "Resolution on the appointment of the
auditor of the Company for the year 2010" (Note 4);
Special Resolutions
9. to consider and approve the "Proposed amendments to the Articles of
Association of the Company" (Note 5);
10. to consider and approve the "Proposal on Requesting the General
Meeting to Grant a Mandate to the Board to Issue New Shares Not More Than 20%
of Each Class of Shares" (Note 6);
11. to consider and approve the "Resolution on the fulfillments to the
conditions for non-public issue of A shares by Datang International Power
Generation Co., Ltd." (Note 7);
12. to consider and approve the "Resolution for non-public issue of A
shares" (Note 8);
13. to consider and approve the "Resolution on the Feasibility Analysis
Report on the use of fundraising proceeds under the current non-public issue of
A shares" (Note 9);
14. to consider and approve the "Resolution on the report on the previous
use of fundraising proceeds" (Note 11).
15. to consider and approve the "Resolution to the General Meeting to
authorise the Board to conduct all matters in relation to the current
non-public issue of A shares at its discretion" (Note 11);
By Order of the Board
Zhou Gang
Secretary to the Board
Beijing, the PRC
25 May 2010
Notes:
1. Save as the newly added and revised resolutions and other information
set out in the Supplemental Notice of 2009 Annual General Meeting, other
matters in relation to the AGM as set out in the AGM Notice remain unchanged.
2. The Board requests the AGM to consider and approve Datang Energy and
Chemical Company Limited ("Energy and Chemical Company"), a wholly-owned
subsidiary of the Company, to contribute the capital of RMB6.633 billion (in
contribution proportion of 90%) to the joint establishment of Liaoning Datang
International Fuxin Coal-based Gas Company Limited with CDC (in contribution
proportion of 10%), for constructing the Fuxin Coal-based Gas Project.
Please refer to the announcement and circular of the Company both dated
25 May 2010 for details of the transaction.
3. The Board requests the AGM to consider and approve Energy and
Chemical Company to contribute the capital of RMB3.9321 billion (in
contribution proportion of 51%) to the joint establishment of Inner Mongolia
Datang International Kesheketeng Qi Coal-based Gas Company Limited with Beijing
Gas Group Co., Ltd (in contribution proportion of 34%), CDC (in contribution
proportion of 10%) and Tianjin Jinneng Investment Company ("Tianjin Jinneng")
(in contribution proportion of 5%), for constructing the Keqi Coal-based Gas
Project.
Please refer to the announcement and circular of the Company both dated
25 May 2010 for details of the transaction.
4. The Board requests the AGM to consider and approve the Company to
adopt the means of tendering for appointing RSM China Certified Public
Accountants and RSM Nelson Wheeler Certified Public Accountants (collectively
"RSM") as certified public accountants for carrying out domestic and overseas
auditing work of the Company for the year 2010.
RSM has qualifications in carrying out the overseas and domestic
auditing work of the Company, as well as experience of auditing work of related
industries and is able to fulfill the auditing requirements of the Company's
financial reports for the year 2010.
5. The Board proposes to the AGM to approve the Company to amend the
relevant articles of the Articles regarding the share capital structure and
adjustment of date of registered share capital; to authorise Chairman of the
Company or its authorised proxy to amend the Articles of Association
appropriately and according to the requirements and/or instructions from the
State's relevant authorities during the approval process of the Articles of
Association.
This resolution is the original special resolution numbered (6) as set
out in the AGM Notice. Please refer to the circular of the Company dated 26
April 2010 for the relevant details.
6. The Board agreed to request the AGM to grant the following mandates
to the Board:
(1) To propose, subject to the requirements of note (2) of this
resolution, to generally and unconditionally authorise the Board to, within 12
months from the date of approval of this resolution at the Company's general
meeting, exercise all rights of the Company to authorise, allot or issue,
either separately or concurrently, domestic shares (A shares) and
overseas-listed foreign shares (H shares) and execute or grant any offers,
agreements and arrangements which may require the exercise of such rights;
(2) Pursuant to the approval of note (1) of this resolution, the Board may
authorise, allot or issue, either separately or concurrently, A shares and H
shares with the respective numbers of A shares and H shares to be authorised,
allotted or issued, either separately or concurrently, not more than 20% of the
respective number of the issued A shares and H shares of the Company;
(3) Subject to the restrictions of note (1) and note (2) of this
resolution, the Board may, within the given limits, determine the respective
numbers of A shares and H shares to be authorised, allotted or issued, either
separately or concurrently, and
(4) Subject to the restrictions of notes (1), (2) and (3) of this
resolution and according to the Company's actual condition of the
authorisation, allotment or issue of new A shares and new H shares, either
separately or concurrently, the Board may increase the registered capital of
the Company and make appropriate amendments to Articles 18 and 21 to the
"Articles of Association of Datang International Power Generation Co., Ltd".
This resolution is the original special resolution numbered (7) as set out in
the AGM Notice.
7. The Board proposed to the AGM to approve the resolution on the
Company's fulfillments of the conditions for the non-public issue of domestic
listed RMB-denominated ordinary shares (A shares).
8. The Board proposed to the AGM to approve the proposal of the
Company's non-public issue of A shares, details of which are as follows:
(1) Type of shares to be issued and par value: The type of shares to be
currently issued is domestic listed RMB-denominated ordinary shares (A shares)
with a par value of RMB1.00 each.
In the event that the proportion of the total number of H shares to the
total number of the Company's shares is below 25% upon the completion of the
current issue of A shares, the Company shall carry out the procedures of
changes in compliance with the relevant requirements of the Sino-foreign joint
ventures.
(2) Method and time of issue: All shares under the current issue shall be
issued to specific targets by means of non-public issue. Shares shall be issued
to specific targets at any suitable time chosen by the Company within six
months upon the approval by the China Securities and Regulatory Commission (the
"CSRC").
(3) Target subscribers and subscription method: The target subscribers
under the current non-public offering shall not be more than ten specific
investors, including: CDC or Datang Finance Company Limited ("Datang Finance").
Except for CDC, the Board and the lead underwriter shall determine other
specific investors by way of price consultation according to the relevant
provisions of the CSRC after obtaining the approval document from the CSRC.
All target subscribers shall subscribe for the shares under the current
issue by way of cash.
(4) Number of shares to be issued: The number of A shares to be issued in
this non-public issue shall not be more than one billion shares (inclusive of
one billion shares). Within the above limit, the Board proposed to the general
meeting to authorise the Board to negotiate with the sponsor and determine the
actual number of shares to be issued with reference to the market situations
during the issue. In the event of any trading of shares on ex-right or
ex-dividend basis from the date of the announcement on the resolutions of the
Board (i.e. 26 May 2010) to the issue date, the number of A shares to be issued
under the current non-public issue shall be adjusted accordingly.
Among the A shares to be issued, CDC shall subscribe for 10% of the
ultimate number of the shares to be issued by way of cash while other specific
investors shall subscribe for the remaining portion of the A shares under the
current issue by way of cash.
(5) Place of listing: The shares under the current issue shall be listed
and traded on the Shanghai Stock Exchange after expiry of the lock-up period.
(6) Issue price and method of pricing: The issue price of the current
non-public issue of A shares shall not be lower than 90% of the average trading
prices of the Company's A shares (ie: RMB6.81 per share) for the 20 trading
days immediately preceding the date of the announcement on the resolutions of
the Board (i.e. 26 May 2010). The final issue price shall be determined on a
best available price basis with reference to the subscription quotations of the
target subscribers after obtaining the approval documents for issue. CDC shall
not participate in the process of the market price consultation regarding the
pricing of this issue, but undertakes that it shall accept the result of the
price consultation and shall subscribe for the shares at the same price as
other investors.
In the event of any trading of shares on ex-right or ex-dividend basis
from the date of the announcement of the resolutions of the Board (i.e. 26 May
2010) to the issue date, the minimum issue price of the current non-public
offering of A shares shall be adjusted accordingly. The final issue price shall
be determined by the Board and the sponsor (lead underwriter) through
negotiation, and according to the authorisation of the general meeting as well
as the requirements of the relevant laws, regulations and other regulatory
documents with reference to the market situation.
(7) Arrangement for the lock-up period: The A shares to be subscribed by
CDC under the current non-public issue shall not be transferred within 12
months commencing from the date of the completion of the issue. The A shares to
be subscribed by the target subscribers under the current non-public offering
shall not be transferred within 12 months commencing from the date of the
completion of the issue.
(8) Use of fundraising proceeds:
The proposed net proceeds under the current non-public issue of shares
shall not exceed RMB8 billion and are planned to be invested in the following
projects:
No. Project to be funded by the fundraising Total Proceeds
investment of to be
the project invested
(RMB billion) (RMB
billion)
1 Inner Mongolia Datang International Keqi 25.710 2.000
Coal-based Natural Gas Project (with daily
production of 12 million N cubic metres)
2 Liaoning Datang International Fuxin Coal-based 24.570 1.814
Natural Gas Project (with daily production of 12
million N cubic metres)
3 Phase 1 at the Fujian Ningde Nuclear Power 49.342 1.223
Project
4 Chongqing Wujiang Yinpan Hydropower Station 8.045 0.600
5 Liaoning Datang International Fuxin Qianchatai 0.483 0.097
Windpower Project
6 Liaoning Datang International Fuxin Houchatai 0.480 0.096
Windpower Project
7 Inner Mongolia Datang International Chayouhouqi 0.448 0.094
Hongmu Windpower Mill Phase 2 Project
8 Phase 1 of East Unit 2 open-cut coal mine project 2.965 0.376
located in Shengli Coal Mine
9 Repayment of bank loans - 1.700
Total - 8.000
For detailed projects involved in the use of the proceeds of the fundraising,
please refer to the "Feasibility Analysis Report on the Use of Fundraising
Proceeds from Non-public Issue of A Shares of Datang International Power
Generation Co., Ltd.". In the event that the Company had carried out the
investment in certain relevant projects by using bank loans and internal
resources prior to obtaining the proceeds, the proceeds from the fundraising
shall be used for repaying the relevant bank loans and replenishing the
Company's working capital after obtaining the proceeds. In the event that the
actual net proceeds from the fundraising under the current issue are not
sufficient for the capital required for the projects, the insufficient portion
will be satisfied by the Company's internally generated funds. In the event
that the actual net proceeds under the current issue exceed the capitals
required for the projects, the excess portion shall be used to replenish the
Company's working capital. The Board shall determine the detailed arrangement
for the use of proceeds in the above-mentioned directions of investment
according to the status of approval, authorisation, documentation or
implementation, actual progress and actual amount of the proceeds with
adjustments made with reference to the importance and urgency, actual
investment amount, actual capital requirement and actual progress of the
projects to be invested in.
(9) Arrangement for the accumulated profits prior to the current issue:
After completion of the current non-public issue, the new and existing
shareholders of the Company are entitled to share the accumulated,
undistributed profits of the Company prior to the completion of the current
non-public issue in proportion to their shareholdings.
(10) The effective period for the resolution on the current non-public issue
of shares: The resolution on the current non-public issue of shares shall be
effective for 12 months commencing from the day on which the resolutions are
considered and approved by the general meeting.
For details, please refer to the announcement on the resolutions of the
thirty-sixth meeting of the six session of the Board to be issued on the
websites of The Stock Exchange of Hong Kong Limited (www.hkexnew.hk), the
Shanghai Stock Exchange (www.sse.com.cn) and the Company (www.dtpower.com) on
26 May 2010.
9. The Board proposed to the AGM to approve the Company's Feasibility
Analysis Report on the Use of Fundraising Proceeds under the Current Non-public
Issue of A Shares", and proposed to the general meeting to authorise the Board,
within the scope of the investment plans of the fundraising proceeds approved
at the general meeting, to determine the detailed arrangement for the use of
proceeds in the above-mentioned directions of investment according to the
status of approval, authorisation, documentation or implementation, actual
progress and actual amount of the proceeds with adjustments made with reference
to the importance and urgency, actual investment amount, actual capital
requirement and actual progress of the projects to be invested.
For details, please refer to the announcement on the resolution of the
thirty-sixth meeting of the six session of the Board of the Company to be
issued on the websites of The Stock Exchange of Hong Kong Limited
(www.hkexnew.hk), the Shanghai Stock Exchange (www.sse.com.cn) and the Company
(www.dtpower.com) on 26 May 2010.
10. The Board proposed to the AGM to approve the "Report on the Previous
Use of Fundraising Proceeds" issued by the Company in relation to the previous
use of fundraising proceeds.
For details, please refer to the announcement on the resolution of the
thirty-sixth meeting of the six session of the Board of the Company to be
issued on the websites of The Stock Exchange of Hong Kong Limited
(www.hkexnew.hk), the Shanghai Stock Exchange (www.sse.com.cn) and the Company
(www.dtpower.com) on 26 May 2010.
11. The Board proposed to the general meeting to authorise the Board to
conduct all matters in relation to the current non-public issue of A shares at
its discretion within the effective period for the resolution on the current
non-public issue, including but not limited to:
(1) To authorise the appointment of intermediary institutions including
the sponsor (lead underwriter) to deal with the registration matters relating
to the current non-public issue of shares;
(2) To authorise the formulation and implementation of the detailed
proposal of the current non-public issue of shares with reference to actual
conditions, including but not limited to the selection of specific timing of
issue, issue quantity, issue date, issue price as well as target subscribers;
(3) To authorise the determination of the detailed arrangement for the use
of proceeds in the above-mentioned directions of investment according to the
status of approval, authorisation, documentation or implementation, actual
progress and actual amount of the proceeds with adjustments made with reference
to the importance and urgency, actual investment amount, actual capital
requirement and actual progress of the projects to be invested. Under the
premises that the then applicable laws of the PRC, if the State stipulates new
regulations relating to the non-public issue, or if the regulatory authorities
set out new requirements or if market conditions change, the Board shall make
adjustments to the current non-public issue proposal and the directions of
investment pursuant to the regulations of the State and the requirements of the
regulatory authorities (including the feedback on the approval for the
application for the current non-public issue) and the market conditions, except
for matters involving laws and regulations and the Articles of Association
which require re-voting at the general meeting;
(4) To authorise the signing, amendment, supplement, submission,
registration and execution of all documents and agreements in relation to the
current non-public issue and listing;
(5) To authorise the corresponding registration for change in shareholding
according to the actual result of the current non-public issue of shares;
(6) To authorise the handling of matters relating to the listing and
trading of the non-public issued shares on the Shanghai Stock Exchange after
the completion for the current non-public issue of shares;
(7) To authorise the amendments to the relevant articles of the Articles
of Association in relation to respects, including the registered capital and
capital structure, resulting from the non-public issue, and the application for
investment changes as a foreign invested enterprise, including amendments to
the Articles of Association, with the Ministry of Commerce and the application
for industry and the commerce registration changes with the industry and
commerce authorities, after the completion for the current non-public issue of
shares;
(8) To authorise the conducting of other matters relating to the current
non-public issue of shares;
(9) To authorise the making of corresponding adjustments to the current
detailed non-public offering proposal pursuant to the new rules, new
requirements of the regulatory authorities and the market conditions, in the
event that new requirements are issued in laws, regulations and other
regulatory documents or in the event that the policies regarding issue of new
shares adopted by the securities regulating authorities, the regulatory
authorities set out new requirements or the market condition changes, except
for such new requirements which require re-voting at the general meeting;
(10) The above authorised matters shall be effective within 12 months
commencing from the day on which the resolutions are considered and approved at
the Company's general meeting.
12. Other Matters
(1) Each of the holders of H shares entitled to attend and vote at the
AGM, is entitled to appoint one or more proxies to attend and vote on his/her
behalf. A proxy need not be a shareholder of the Company.
(2) If the holders of H shares have appointed more than one proxy to
attend the AGM, the proxies can only exercise their voting rights by way of
poll.
(3) To be valid, the holders of H shares must deliver the revised proxy
form, and if such revised proxy form is signed by a person on behalf of the
appointer pursuant to a power of attorney or other authority, a notarised copy
of that power of attorney or other authority, to the Company's H share
registrar, Computershare Hong Kong Investor Services Limited of 17M Floor,
Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in not less than 24
hours before the time scheduled for holding the AGM.
(4) The revised proxy form supersedes and replaces the proxy form which
was previously distributed with the shareholders' circular dated 26 April 2010
(the "Previous Proxy Form") and that the Previous Proxy Form is invalid.
Shareholders who have signed and returned the Previous Proxy Form should sign
and return the revised proxy form in accordance with instructions of this
Supplemental Notice of 2009 Annual General Meeting.
(5) The AGM is expected to last for two hour. Attending shareholders and
their proxies shall be responsible for their own travel and accommodation
expenses.
(6) Pursuant to the Listing Rules, CDC and its associates shall abstain
from voting at approving resolutions numbered (6), (7) and (12) at the AGM.
Tianjin Jinneng and its associates shall abstain from voting at approving
resolution numbered (6) at the AGM.
The Company's office address:
No. 9 Guangningbo Street,
Xicheng District,
Beijing, the PRC
Postcode: 100033
Telephone: (8610) 8800 8669
Fax: (8610) 8800 8111 or (8610) 8800 8672
As at the date of this notice, the directors of the Company are:
Zhai Ruoyu, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Li Gengsheng, Xie Songlin*, Liu Chaoan*, Yu
Changchun*, Xia Qing* and Li Hengyuan*
* Independent non-executive director